Duhon v. Slickline, Inc.

449 So. 2d 1147
CourtLouisiana Court of Appeal
DecidedApril 11, 1984
Docket83-626
StatusPublished
Cited by7 cases

This text of 449 So. 2d 1147 (Duhon v. Slickline, Inc.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Duhon v. Slickline, Inc., 449 So. 2d 1147 (La. Ct. App. 1984).

Opinion

449 So.2d 1147 (1984)

Gus DUHON, Plaintiff-Appellee,
v.
SLICKLINE, INC., Guy A. Duhon and Keith M. Duhon, Defendants-Appellants.

No. 83-626.

Court of Appeal of Louisiana, Third Circuit.

April 11, 1984.
Writ Denied June 8, 1984.

*1148 Edwards, Stefanski & Barousse, Homer Ed Barousse, Jr., Crowley, for plaintiff-appellee.

Lynn A. DeRouen, New Iberia, for defendants-appellants.

Before GUIDRY, FORET and CULPEPPER,[*] JJ.

GUIDRY, Judge.

The plaintiff, Gus Duhon, brought this suit seeking to be recognized as owner of 25% of the stock in the defendant corporation, Slickline, Inc. Also made defendants are the plaintiff's sons, Guy Duhon and Keith Duhon, the record owners of one-third each of the outstanding issued stock of Slickline, Inc. The plaintiff further contends that he was wrongfully dismissed from his employment with Slickline, Inc., and seeks to be reinstated in his former position, along with accrued salary and *1149 benefits. The trial court rendered judgment for plaintiff ordering the defendants to deliver 25% of the stock in Slickline, Inc. to the plaintiff. The trial court further ordered that the plaintiff be reinstated in his employment with the corporation, along with full back salary and benefits. The defendants have appealed.

The issues presented are: (1) whether the trial court was correct in determining that a $40,000.00 check delivered by the plaintiff to the defendants was given in payment for a one-fourth interest in the stock of Slickline, Inc.; (2) whether the court could properly order the transfer of stock from the defendants to the plaintiff; and, (3) whether the trial court was correct in finding that the plaintiff was wrongfully dismissed from his employment with Slickline, Inc.

FACTS

In 1978, Guy and Keith Duhon approached the plaintiff to discuss the possibility of forming an oilfield service company specializing in wireline work. The corporation, Slickline, Inc., was formed on February 21, 1979. On February 28, 1979, the plaintiff delivered to Guy and Keith a check in the amount of $40,000.00. Guy and Keith endorsed the check and deposited the funds into the account of Slickline, Inc. The corporate stock of Slickline, Inc. was issued to Guy, Keith and a third son, Kim Duhon, one-third to each.

Guy and Keith testified that the $40,000.00 check was a donation given to help them get the company started. They stated that their father told them that it was not necessary to pay the money back. They admit that the money was given with the understanding that it was to be used in the establishment of Slickline, Inc. However, they deny that there was any reciprocal agreement to transfer stock to their father in consideration of the $40,000.00 check. It was stipulated at trial that, had Kim Duhon been called as a witness, his testimony would have been in accord with that of Guy and Keith.

The plaintiff, Gus Duhon, testified that the money in question was given to secure a one-fourth (25%) share in the corporate stock. He stated that the corporate stock was to be divided equally among Guy, Keith, Kim and himself. The plaintiff stated that the one-fourth share he was to receive was to eventually go to a fourth son, Chad Duhon, to insure his place in the family business. Chad was to receive his share from the plaintiff upon attaining majority.

The testimony was also in conflict with regard to the plaintiff's performance under the employment contract. The contract was entered into on March 10, 1981, and was signed by the plaintiff and by Guy Duhon as president of the corporation. The contract was for a term of ten years. The contract further provided that the plaintiff would receive a salary equal to that of the president of Slickline, Inc., including all benefits payable to the president. Paragraph 3 of the contract lists the duties of the plaintiff, stating: "The services to be rendered are Chairman of the Board, Advisor, and items actually related thereto, including supervision on jobs." The testimony taken at trial also established that, when the plaintiff was hired by Slickline, Inc., it was understood that, as part of his job duties, the plaintiff would be expected to do sales work in addition to his advisory and supervisory duties.[1]

The plaintiff was terminated from his position with Slickline, Inc. on March 2, 1982. Guy Duhon testified that his father's dismissal resulted from his failure to *1150 perform job duties. In particular, Guy stated that the plaintiff failed to make sales calls, that he was difficult to locate at times despite the fact that he kept a "beeper"; and, that he had refused a promising job offered by a potential customer. He stated that the customer's business had been actively courted by Slickline, Inc. and that the plaintiff, unbeknownst to Guy and Keith, refused to accept the job, despite Slickline's capability to perform the job.

Keith Duhon likewise testified that the plaintiff failed to fulfill his job duties with regard to sales, stating that the plaintiff made no sales calls to speak of during the three month's prior to his dismissal. He also testified that the plaintiff improvidently allowed an inexperienced employee to operate certain equipment on an offshore drilling platform, resulting in the loss of $7,500.00 to $10,000.00 worth of tools. Keith also corroborated Guy's testimony that the plaintiff was at times difficult to locate when needed. Both defendants also testified regarding an incident which occurred during a meeting they had with their father. The plaintiff was apparently disturbed over the fact that his son, Guy, had grown a beard. According to Guy and Keith, the plaintiff flatly refused to do any sales work until Guy shaved the beard. According to Keith, it was at this point that the two Duhon sons decided to terminate the plaintiff's employment with Slickline, Inc.

The plaintiff testified that he had his attorney draw up the employment contract when problems began to develop between him and his sons. The contract as originally drafted stated, "The services to be rendered are Chairman of the Board, Advisor, and items actually related thereto." At the insistence of Guy, the words "including supervision on jobs" were added. The plaintiff and Guy signed the employment contract as amended.

The plaintiff's testimony with regard to the scope of his job duties was in accord with that of his sons. He stated that all three men shared like responsibilities, including sales, building units, going offshore when necessary, and in general staying available at all times.[2] The plaintiff stated that he was in fact available twenty-four hours a day, that he went offshore whenever his presence was needed, and that he fulfilled all his duties with regard to rendering advice and supervision.

The plaintiff's version of the incident concerning Guy's beard differs slightly from that related by his sons. The plaintiff testified that he expressed concern over Guy's beard and the fact that in turn the company's employees began to grow long hair and beards. The plaintiff felt that the appearance of the employees was not presentable, making it more difficult to attract new customers. The trial transcript of the plaintiff's testimony on cross examination contains the following exchange:

"Q.

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Bluebook (online)
449 So. 2d 1147, Counsel Stack Legal Research, https://law.counselstack.com/opinion/duhon-v-slickline-inc-lactapp-1984.